FTD COMPANIES, INC. FORM 8-K. (Current report filing) Filed 05/07/14 for the Period Ending 05/07/14

Transcription

1 FTD COMPANIES, INC. FORM 8-K (Current report filing) Filed 05/07/14 for the Period Ending 05/07/14 Address 3113 WOODCREEK DRIVE DOWNERS GROVE, IL Telephone CIK Symbol FTD SIC Code Nonstore Retailers Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2014 FTD Companies, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 3113 Woodcreek Drive Downers Grove, Illinois (Address of Principal Executive Offices) (ZIP Code) Telephone: (630) (Registrant s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 2.02 Results of Operations and Financial Condition. On May 7, 2014, FTD Companies, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2014 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No Press Release dated May 7, Description 2

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FTD COMPANIES, INC. Dated: May 7, 2014 By: /s/ Becky A. Sheehan Name: Becky A. Sheehan Title: Executive Vice President and Chief Financial Officer 3

5 EXHIBIT INDEX Exhibit No Press Release dated May 7, Description 4

6 Exhibit 99.1 FTD Companies, Inc. Reports First Quarter 2014 Financial Results Company Reports Q Consolidated Revenues of $189.9 million Company Reports Q Net Income of $9.6 million and Adjusted EBITDA of $25.2 million Company Reaffirms 2014 Annual Guidance DOWNERS GROVE, Ill., May 7, 2014 (GLOBE NEWSWIRE) FTD Companies, Inc. (Nasdaq:FTD) ( FTD or the Company ), a premier floral and gifting company, today announced financial results for the first quarter ended March 31, While we had a challenging first quarter, we are reaffirming our previously provided guidance for the full year, said Robert S. Apatoff, FTD President and Chief Executive Officer. The first quarter was impacted by the shift in timing of the Easter holiday as well as other factors, including the severe weather across the U.S., all of which weighed on our results. Nonetheless, we continue to believe that FTD has the right strategic initiatives in place, as we look ahead, led by our premier FTD and Interflora brands, innovative product and service offerings and bestin-class partnerships. Our management team remains focused on managing the controllable aspects of our business as we pursue growth opportunities to deliver strong financial performance and enhance shareholder value. First Quarter Results Consolidated revenues decreased 0.2% to $189.9 million for the first quarter of 2014 compared to $190.3 million in the same period of the prior year. The decrease in consolidated revenues was due to lower revenues in the Company s Consumer and Florist segments, partially offset by an increase in International segment revenues. Consolidated revenues for the quarter ended March 31, 2014 included a $4.4 million favorable impact related to changes in foreign currency exchange rates. Both the quarters ended March 31, 2014 and 2013 included the Valentine s Day and the U.K. Mother s Day holidays. However, consolidated revenues for the first quarter of 2014 were negatively impacted as a result of the shift in the timing of the Easter holiday from the first quarter in 2013 to the second quarter in Sales in connection with the Easter holiday contributed approximately $3 million to consolidated revenues in the first quarter of Net income increased slightly to $9.6 million for the first quarter of 2014 compared to $9.3 million in the same period of the prior year. Adjusted Net Income for the first quarter of 2014 decreased 2.2% to $14.0 million compared to $14.3 million in the prior year period. Adjusted Net Income excludes the after-tax impact of stock-based compensation, amortization, and litigation and dispute settlement charges. Adjusted EBITDA was $25.2 million for the first quarter of 2014 compared to $27.3 million in the same period of the prior year. Adjusted EBITDA was negatively impacted by lower revenues, the adverse weather conditions, higher marketing costs, and incremental costs associated with being a stand-alone public company. Adjusted Net Income and Adjusted EBITDA are non-gaap financial measures. Please refer to the tables in this press release for a reconciliation of all non-gaap financial measures. Segment Results The Company has three reportable segments: Consumer, Florist and International. Through the Consumer segment, the Company is a leading direct marketer of floral and gift products for consumers, primarily in the U.S. and Canada. The Consumer segment operates primarily through the website, associated mobile sites, and the SEND-FTD telephone number. Through the Florist segment, the Company is a leading provider of products and services to floral network members, which include traditional retail florists and other non-florist retail locations, primarily in the U.S. and Canada. The Company also provides products and services to other companies in need of floral and gifting solutions. The International segment consists of our international business, Interflora, which operates primarily in the U.K. and the Republic of Ireland. Interflora is a leading direct marketer 1

7 of floral and gift products for consumers and operates primarily through its and websites, associated mobile sites, and various telephone numbers. Interflora also provides products and services to floral network members, funeral directors, and to other companies in need of floral and gifting solutions. Consumer Segment: Consumer segment revenues for the first quarter of 2014 decreased 5.8% to $87.6 million compared to $93.0 million in the first quarter of This decrease is due in part to a reduction of approximately $2.7 million in revenues as a result of the previously mentioned Easter holiday calendar shift from the first quarter in 2013 to the second quarter in First quarter 2014 segment operating income was $8.1 million compared to $10.3 million in the first quarter of Consumer orders decreased 6.5% to 1.2 million orders and average order value grew 0.9% to $69.08 for the first quarter of 2014 compared to the prior year period. Florist Segment: Florist segment revenues for the first quarter of 2014 decreased 3.0% to $46.1 million compared to $47.5 million in the first quarter of This decrease resulted from a decline in services revenues of $0.8 million and a decline in products revenues of $0.6 million. First quarter 2014 segment operating income was $13.2 million compared to $13.6 million in the first quarter of Average revenues per member increased 0.6% to $3,377 in the first quarter of 2014 compared to $3,358 in the first quarter of International Segment: International segment revenues for the first quarter of 2014 increased 10.9% to $61.0 million compared to $55.0 million in the first quarter of 2013 (3.0% growth in constant currency). First quarter 2014 segment operating income was $8.0 million compared to $7.2 million in the first quarter of Consumer orders were consistent with the prior year at 0.9 million orders and average order value was $55.47 for the first quarter of 2014, representing growth of 1.6% in constant currency. Balance Sheet and Cash Flow Highlights For the three months ended March 31, 2014, the Company generated Free Cash Flow of $8.4 million compared to $7.9 million for the same period of the prior year. Free Cash Flow is a non-gaap financial measure. Please refer to the tables in this press release for a reconciliation of all non-gaap financial measures. Cash flows from operating activities were $15.5 million for the three months ended March 31, 2014 compared to $8.0 million for the same period of the prior year. Cash and cash equivalents were $61.3 million as of March 31, 2014 compared to $48.2 million as of December 31, Debt outstanding at March 31, 2014 was $220.0 million, unchanged since December 31,

8 Business Outlook The following forward-looking information includes certain projections made by management as of the date of this press release. The Company does not intend to revise or update this information, except as required by law, and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected. Factors include, without limitation, the factors referenced in this release under Cautionary Information Regarding Forward-Looking Statements. These and other factors are discussed in more detail in the Company s filings with the Securities and Exchange Commission. For the full year 2014 the Company reiterated the following guidance ranges: Consolidated revenues of $640 million to $660 million Net income of $29.3 million to $33.0 million Adjusted Net Income of $41.0 million to $44.7 million* Adjusted EBITDA of $80 million to $86 million* Capital expenditures of approximately $10 million * Please refer to the tables in this press release for a reconciliation of all non-gaap financial measures includes stand-alone public company costs and incremental compensation costs for the management team and employees as the Company aligns compensation in its standalone structure. Conference Call The Company will be hosting a conference call today at 5:00 p.m. ET. Live audio of the call will be webcast and archived on the investor relations section of the Company s website at In addition, you may dial to listen to the live broadcast. A telephonic playback and archived webcast will be available through May 21, Participants can dial to hear the playback. The passcode is About FTD Companies, Inc. FTD Companies, Inc. is a premier floral and gifting company. FTD provides floral, gift and related products and services to consumers, retail florists, and other retail locations primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The business uses the highly-recognized FTD and Interflora brands, both supported by the iconic Mercury Man logo that is displayed in nearly 40,000 floral shops in 150 countries. FTD s portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K. Cautionary Information Regarding Forward-Looking Statements This release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as may, believe, anticipate, expect, intend, plan, project, projections, business outlook, estimate, or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about our strategies; the anticipated benefits of our separation from United Online; future financial performance; revenues; segment metrics; operating expenses; market trends, including those in the markets in which we compete; liquidity; cash flows and uses of cash; capital expenditures; depreciation and amortization; tax payments; foreign currency exchange rates; hedging arrangements; our ability to repay indebtedness and invest in initiatives; our products and services; pricing; marketing plans; competition; settlement of legal matters; and the impact of accounting changes and other pronouncements. Potential factors that could affect the matters about which the forward- 3

9 looking statements are made include, among others, the factors disclosed in the Company s filings with the Securities and Exchange Commission ( including without limitation, information under the captions Management s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management s analysis only as of the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, we undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Definitions (1) Segment operating income. The Company s chief operating decision maker uses segment operating income to evaluate the performance of the business segments and to make decisions about allocating resources among segments. Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges or gains, transaction-related costs, and restructuring and other exit costs. Stock-based compensation and general corporate expenses are not allocated to the segments. Segment operating income is prior to intersegment eliminations and excludes other income. Please refer to the tables in this press release for a reconciliation of segment operating income to net income (loss). (2) Consumer orders. The Company monitors the number of consumer orders for floral, gift, and related products during a given period. Consumer orders are orders delivered during the period that originated in the U.S. and Canada, primarily from the website, associated mobile sites, and the SEND-FTD telephone number; and in the U.K. and the Republic of Ireland, primarily from the and websites, associated mobile sites, and various telephone numbers. The number of consumer orders is not adjusted for non-delivered orders that are refunded on or after the scheduled delivery date. Orders originating with a florist or other retail location for delivery to consumers are not included as part of this number. (3) Average order value. The Company monitors the average value for consumer orders delivered in a given period, which is referred to as the average order value. Average order value represents the average amount received for consumer orders delivered during a period. The average order value of consumer orders within the Consumer and International segments is tracked for each segment in their local currency, the U.S. Dollar for the Consumer segment and the British Pound ( GBP ) for the International segment. The local currency amounts received for the International segment are then translated into U.S. dollars at the average currency exchange rate for the period. Average order value includes merchandise revenues and shipping or service fees paid by the consumer, less discounts and refunds (net of refund-related fees charged to floral network members). (4) Average revenues per member. The Company monitors average revenues per member for floral network members in the Florist segment. Average revenues per member represents the average revenues received from a member of the Company s floral network during a period. Revenues include services revenues and products revenues, but exclude revenues from sales to non-members. Floral network members include retail florists and other non-florist retail locations that offer floral and gifting solutions. Average revenues per member is calculated by dividing Florist segment revenues for the period, excluding sales to non-members, by the average number of floral network members for the period. 4

10 Non-GAAP Measures (5) Adjusted earnings before interest, taxes, depreciation and amortization ( Adjusted EBITDA ). The Company defines Adjusted EBITDA as net income before net interest expense, provision (benefit) for income tax expense, depreciation, amortization, stock-based compensation, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and impairment of goodwill, intangible assets and long-lived assets. Litigation and dispute settlement charges or gains include estimated losses for which the Company has established a reserve, as well as actual settlements, judgments, fines, penalties, assessments or other resolutions against, or in favor of, the Company related to litigation, arbitration, investigations, disputes or similar matters. Insurance recoveries received by the Company related to such matters are also included in these adjustments. Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (i) compensation expenses and (ii) expenses for advisors and representatives such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees. A portion of these costs relating to the spin-off have been incurred by and allocated to the Company by United Online, Inc. The Company s definition of Adjusted EBITDA may be modified from time to time. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, and stock-based compensation) and (ii) expenses that are not reflective of the Company s core operations, this measure provides investors with additional useful information to measure the Company s financial performance, particularly with respect to changes in performance from period to period. Management uses Adjusted EBITDA to measure the Company s performance. Adjusted EBITDA is used as a performance measure under the Company s senior secured credit facility and includes adjustments such as the items defined above and others, which are defined in the senior secured credit facility. The Company will use this measure as a basis in determining certain compensation incentives for certain members of the Company s management. Adjusted EBITDA is not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. A limitation associated with the use of Adjusted EBITDA is that it does not reflect the periodic costs of certain tangible and intangible assets used in generating revenues in the Company s business. Management evaluates the costs of such tangible and intangible assets through other financial activities such as evaluations of capital expenditures and purchase accounting. An additional limitation associated with this measure is that it does not include stock-based compensation expenses related to the Company s workforce. A further limitation associated with the use of this measure is that it does not reflect expenses or gains that are not considered reflective of the Company s core operations. Management compensates for this limitation by providing supplemental information about such charges, gains and costs within its financial press releases and SEC filings, when applicable. An additional limitation associated with the use of this measure is that the term Adjusted EBITDA does not have a standardized meaning. Therefore, other companies may use the same or a similarly named measure but exclude different items or use different computations, which may not provide investors a comparable view of the Company s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measure, net income, directly ahead of Adjusted EBITDA within this and other financial press releases and by providing a reconciliation that shows and describes the adjustments made. A 5

11 reconciliation to net income is provided in the accompanying tables. In addition, many of the adjustments to the Company s GAAP financial measures reflect the exclusion of items that are recurring in nature and will be reflected in the Company s financial results for the foreseeable future. (6) Free Cash Flow. The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures, plus cash paid for transaction-related costs, cash paid for litigation and dispute settlement charges or gains, cash paid for restructuring and other exit costs, adjusted to exclude the change in intercompany payable to United Online, Inc. and the change in current income taxes payable. (7) Adjusted Net Income. The Company defines Adjusted Net Income as net income excluding the after tax impact of stock-based compensation, amortization, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and loss on extinguishment of debt. Contacts Investor Relations: Jandy Tomy ir@ftdi.com Media Inquiries: Emily Bucholz pr@ftdi.com 6

12 FTD COMPANIES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) Quarter Ended March 31, Revenues: Consumer segment $ 87,616 $ 93,012 Florist segment 46,110 47,538 International segment 60,997 54,982 Intersegment eliminations (4,870) (5,249) Total revenues 189, ,283 Operating expenses: Cost of revenues 123, ,250 Sales and marketing 30,528 30,287 General and administrative 15,898 14,115 Amortization of intangible assets 4,412 6,407 Total operating expenses 174, ,059 Operating income 15,526 17,224 Interest expense, net (1,238) (3,023) Other income, net Income before income taxes 14,674 14,359 Provision for income taxes 5,054 5,053 Net income $ 9,620 $ 9,306 Earnings per common share: Basic earnings per share $ 0.50 $ 0.50 Diluted earnings per share $ 0.50 $ 0.50

13 FTD COMPANIES, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) March 31, 2014 December 31, 2013 ASSETS Cash and cash equivalents $ 61,326 $ 48,162 Accounts receivable, net 32,604 25,493 Inventories 6,221 8,451 Deferred tax assets, net 6,686 5,359 Property and equipment, net 31,586 32,254 Intangible assets, net 167, ,097 Goodwill 341, ,940 Other assets 21,019 22,508 Total assets $ 669,000 $ 655,264 LIABILITIES AND EQUITY Accounts payable and accrued liabilities $ 74,549 $ 78,096 Debt 220, ,000 Deferred tax liabilities, net 55,158 55,823 Other liabilities 18,308 10,823 Total liabilities 368, ,742 Total equity 300, ,522 Total liabilities and equity $ 669,000 $ 655,264

14 FTD COMPANIES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Quarter Ended March 31, Cash flows from operating activities: Net income $ 9,620 $ Adjustments to reconcile net income to net cash provided by operating activities: 9,306 Depreciation and amortization 6,927 8,653 Stock-based compensation 1,662 1,076 Provision for doubtful accounts receivable Accretion of discounts and amortization of deferred financing and debt issue costs Non-cash allocations from parent company, net 386 Deferred taxes, net (1,908) (1,999) Excess tax benefits from equity awards (327) Other, net (6) 64 Changes in operating assets and liabilities: Accounts receivable, net (7,428) (4,534) Inventories 2,235 2,404 Other assets 1, Accounts payable and accrued liabilities (4,732) (7,113) Income taxes payable 5,910 (979) Intercompany payable to United Online, Inc. (993) Other liabilities 1, Net cash provided by operating activities 15,515 7,988 Cash flows from investing activities: Purchases of property and equipment (1,498) (2,060) Proceeds from sales of investments 46 Net cash used for investing activities (1,498 ) (2,014 ) Cash flows from financing activities: Repurchases of common stock (1,167 ) Excess tax benefits from equity awards 327 Dividends paid to United Online, Inc. (2,853 ) Net cash used for financing activities (840 ) (2,853 ) Effect of foreign exchange rate changes on cash and cash equivalents (13 ) (808 ) Change in cash and cash equivalents 13,164 2,313 Cash and cash equivalents, beginning of period 48,162 67,347 Cash and cash equivalents, end of period $ 61,326 $ 69,660 Supplemental cash flow information: Cash paid for interest $ 1,204 $ 1,101 Cash paid for income taxes, net 1,533 8,363

15 FTD COMPANIES, INC. UNAUDITED SEGMENT INFORMATION (in thousands, except average order values, average revenues per member and average currency exchange rates) Quarter Ended March 31, Consumer: Segment revenues $ 87,616 $ 93,012 Segment operating income (1) $ 8,090 $ 10,273 Consumer orders (2) 1,199 1,283 Average order value (3) $ $ Florist: Segment revenues $ 46,110 $ 47,538 Segment operating income (1) $ 13,168 $ 13,592 Average revenues per member (4) $ 3,377 $ 3,358 International: Segment revenues $ 60,997 $ 54,982 Segment operating income (1) $ 8,034 $ 7,194 Consumer orders (2) Average order value (in GBP) (3) Average order value (in USD) (3) $ $ Average currency exchange rate: GBP to USD

16 FTD COMPANIES, INC. UNAUDITED RECONCILIATIONS (in thousands) The following tables contain reconciliations of Adjusted EBITDA, Free Cash Flow, and Adjusted Net Income to financial measures reported in accordance with Generally Accepted Accounting Principles ( GAAP ). RECONCILIATION OF SEGMENT OPERATING INCOME TO NET INCOME AND NET INCOME TO ADJUSTED EBITDA Quarter Ended March 31, Segment Operating Income (1) : Consumer $ 8,090 $ 10,273 Florist 13,168 13,592 International 8,034 7,194 Unallocated expenses (6,839) (5,182) Depreciation and amortization (6,927) (8,653) Operating income 15,526 17,224 Interest expense, net (1,238) (3,023) Other income, net Provision for income taxes (5,054) (5,053) Net income (GAAP basis) $ 9,620 $ 9,306 Net income (GAAP basis) $ 9,620 $ 9,306 Interest expense, net 1,238 3,023 Provision for income taxes 5,054 5,053 Depreciation and amortization 6,927 8,653 Stock-based compensation 1,662 1,076 Litigation and dispute settlement charges Adjusted EBITDA (5) $ 25,231 $ 27,306 RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME Quarter Ended March 31, Net cash provided by operating activities (GAAP basis) $ 15,515 $ 7,988 Capital expenditures (1,498 ) (2,060 ) Cash paid for transaction-related costs 176 Cash paid for litigation and dispute settlement charges 35 Cash paid for restructuring and other exit costs 104 Change in intercompany payable to United Online, Inc. 993 Change in current income taxes payable (5,910 ) 979 Free Cash Flow (6) $ 8,422 $ 7,900 Quarter Ended March 31, Net income, as reported (GAAP basis) $ 9,620 $ 9,306 Stock-based compensation 1,662 1,076 Amortization of intangible assets 4,412 6,407 Litigation and dispute settlement charges Income tax effect of adjustments to net income (2,451) (2,702) Adjusted Net Income (7) $ 13,973 $ 14,282

17 FTD COMPANIES, INC. UNAUDITED RECONCILIATION OF TARGETED NET INCOME TO TARGETED ADJUSTED EBITDA AND TARGETED ADJUSTED NET INCOME (in millions) Targeted Adjusted EBITDA and Adjusted Net Income are calculated below for the year ended December 31, 2014: Forecasted Targets Net income (GAAP basis) $ Interest expense, net 5.3 Provision for income taxes Depreciation and amortization 21.5 Stock-based compensation 6.8 Adjusted EBITDA (5) $ Net income (GAAP basis) $ Stock-based compensation 6.8 Amortization of intangible assets 11.7 Income tax effect of adjustments to net income (6.8) Adjusted Net Income (7) $